Securities and Exchange Commission
                              Washington, DC 20549

                                   Form 10-QSB



(X)       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

          For the quarterly period ended September 30, 1999

( )       Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
          Exchange   Act  of  1934
          For  the   transition   period   from
          _______________ to ________________

          Commission file number 1-14827



                      EDUCATIONAL VIDEO CONFERENCING, INC.
                        (Exact name of small business as
                            specified in its charter)

                Delaware                         06-1488212
      (State of other jurisdiction     (IRS Employer Identification Number)
    of incorporation of organization)


                  35 East Grassy Sprain Road, Yonkers, NY 10710
                    (Address of principal executive offices)

                                 (914) 787-3500
                (Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No__


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  4,347,243  shares of Common
Stock as of November 1, 1999.






<PAGE>

                                Table of Contents

                                     Part I

                              Financial Information

Item 1.           Financial Statements                                    Page

Balance Sheet as of September 30, 1999 (unaudited) and as of
December 31, 1998 (audited)                                                 3

Statement of Operations for the three and nine month periods
ended September 30, 1999 and  September 30, 1998 (unaudited)                4

Statement of Cash Flows for the nine month periods ended
September 30, 1999 and September 30, 1998 (unaudited)                       5

Notes to Financial Statements                                             6-7

Item 2. Management's Discussion and Analysis of Financial Condition
            And Results of Operations

Third Quarter Developments                                                  7

Comparison of the three month periods ended
 September 30, 1999 and September 30, 1998                                  9

Comparison of the nine month periods ended
 September 30, 1999 and September 30, 1998                                 10

Liquidity and Capital Resources                                            10

Year 2000 Compliance                                                       11

Forward-Looking Statements and Risk Factors                                11

                                     Part II

                                Other Information

Item 3. Changes in Securities and Use of Proceeds                          12

Item 6. Exhibits and Reports on form 8-K                                   12

Signatures                                                                 13

Exhibit Index                                                              14




                                       2
<PAGE>

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                  BALANCE SHEET
<TABLE>
<S>                                                                             <C>                    <C>

                                                                                September 30, 1999     December 31, 1998
                                                                                    (unaudited)            (audited)
                                           Assets

Current Assets:
         Cash and cash equivalents..............................................  $ 9,919,704              $914,700
         Accounts receivable, net of allowance for doubtful accounts
          of  $60,000 and $35,000 respectively..................................      315,371               226,776
         Prepaid expenses and other current assets..............................      252,000                80,846
                                                                                  ------------          ------------
Total current assets............................................................    10,487,075             1,222,322
                                                                                  ------------          ------------

Property and equipment, net.....................................................     2,769,118             1,405,150
                                                                                  ------------          ------------

Deferred Income Tax Asset, net of valuation allowance ..........................

Other assets ...................................................................        72,503                 7,832
Deferred offering costs.........................................................          ---                900,000
                                                                                  ------------          ------------
Total assets....................................................................    13,328,696             3,535,304
                                                                                  ============          ============

                           Liabilities and Stockholders' Equity

Current Liabilities:
         Accounts payable and accrued expenses..................................       783,158               920,643
         Current maturities of capitalized lease obligations....................        15,717                 ---
                                                                                  ------------          ------------
Total current liabilities.......................................................       798,875               920,643
Capitalized lease obligations, net of current maturities........................        54,152                 ---
                                                                                  ------------          ------------
Total liabilities...............................................................       853,027               920,643
                                                                                  ------------          ------------

Commitments

Stockholders' Equity:
          Preferred stock - $.0001 par value; authorized 1,000,000 shares,
          none issued....
          Common  stock - $.0001 par  value;  authorized  20,000,000  shares,
           issued and outstanding 4,347,243 shares and 3,008,909 shares,
          respectively..........................................................           435                   301
          Additional paid-in capital............................................    19,463,691             6,064,920
          Accumulated deficit...................................................   ( 6,988,457)           (3,450,560)
                                                                                  ------------          ------------
Stockholders' equity............................................................    12,475,669             2,614,661
                                                                                  ------------          ------------
Total liabilities and stockholders' equity......................................  $ 13,328,696           $ 3,535,304
                                                                                  ============          ============
</TABLE>


                       See Notes to Financial Statements

                                       3
<PAGE>


                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         Three months ended         Nine months ended
                                                                   September    September     September     September
                                                                   30,  1999    30, 1998      30, 1999      30, 1998
                                                                   ---------    --------      ---------     --------
<S>                                                               <C>          <C>           <C>          <C>

Net revenue.................................................      $  137,630   $  35,324     $  477,425   $  174,495
Interest income.............................................         133,169      28,071        330,398       39,620
                                                                  ----------   ---------     ----------   ----------

Total revenue...............................................         270,799      63,395        807,823      214,115
                                                                  ----------   ---------     ----------   ----------

Operating expenses:
    Cost of sales...........................................          44,931      54,220        176,537      147,629
    Salaries and benefits...................................         994,828     507,782      2,108,007    1,027,416
    Marketing, brochures and student registration costs.....         320,889     126,010        794,221      314,683
    Professional fees.......................................          57,912      13,987        118,521       52,963
    Interest and financing costs............................           2,570      22,276          2,570      107,822
Depreciation................................................         129,511      49,109        289,510      159,304
Other.......................................................         346,819     126,355        856,354      263,895
                                                                  ----------   ---------    -----------   ----------

Operating expenses..........................................       1,897,460     899,739      4,345,720    2,073,712
                                                                  ----------   ---------    -----------   ----------
Net loss....................................................     $(1,626,661) $ (836,344)   $(3,537,897) $(1,859,597)
                                                                  ==========   =========     ==========   ==========

Basic loss per common share.................................         ($ 0.37)    ($ 0.30)        ($0.87)      ($0.74)
                                                                      ======      ======          =====        =====


Weighted average number of common shares outstanding               4,347,243   2,793,605      4,080,326     2,521,585
                                                                  ==========   =========      =========     =========

</TABLE>



                       See Notes to Financial Statements

                                       4
<PAGE>


                      EDUCATIONAL VIDEO CONFERENCING, INC.
                             STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                        Nine months ended
                                                                             September 30, 1999    September 30, 1998
<S>                                                                              <C>                  <C>
Cash flows from operating activities:
Net loss.................................................................        $(3,537,897)         $(1,859,597)
Adjustments to reconcile net loss to net cash used
     in operating activities:
     Depreciation........................................................            289,510              159,304
     Amortization of debt issue costs....................................              ---                 81,903
     Allowance for doubtful accounts.....................................             25,000                7,000
     Common Stock issued for services....................................              ---                 10,500
Changes in operating assets and liabilities:
     Increase in accounts receivable.....................................           (113,595)            (114,419)
     (Increase) in prepaid expense and
        other current  assets............................................           (171,154)            (129,387)
     (Increase)/decrease in other assets.................................            (64,671)               6,460
     Decrease in accounts payable and
        accrued expenses.................................................           (137,485)            (276,475)
                                                                                 -----------          -----------
Net cash used in operating activities....................................         (3,710,292)          (2,114,711)
                                                                                 -----------          -----------
Cash flows used in investing activity:
     Purchase of property and equipment..................................         (1,580,140)            (174,086)
                                                                                 -----------          -----------
Cash flows from financing activities:
     Net proceeds from issuance of common stock..........................         13,398,905            4,639,144
     Decrease/(Increase) in deferred offering costs......................            900,000             (155,000)
     Principal payments under capital lease obligations..................             (3,469)
     Repayment of notes payable..........................................              ---               (110,177)
     Expenses incurred in the conversion of notes payable
        to common stock..................................................                                 (36,683)
Net cash provided by financing activities................................         14,295,436            4,337,284
                                                                                 -----------          -----------
Net increase in cash and cash equivalents................................          9,005,004            2,048,485
Cash and cash equivalents at beginning of period.........................            914,700              127,279
                                                                                 -----------          -----------
Cash and cash equivalents at end of period...............................       $  9,919,704          $ 2,175,764
                                                                                 ===========          ===========

Supplemental disclosure of cash flow information:
     Cash paid during the period for interest............................             ---            $     45,289
                                                                                 -----------          -----------

Supplemental schedule of non-cash investing and financing activities:
     Conversion of notes payable to common stock.........................             ---             $   285,000
                                                                                                      -----------
     Capital lease obligations incurred..................................       $     73,338              ---
                                                                                 -----------
</TABLE>


                       See Notes To Financial Statements

                                       5
<PAGE>

                          Notes to Financial Statements
                                   (unaudited)

Note 1 - Business and Basis of  Presentation

Educational  Video  Conferencing,  Inc. ("EVCI") is a leading high bandwidth and
Internet  aggregator of educational  content.  EVCI delivers  accredited college
courses,  certificates and degree programs, as well as professional  development
programs to corporations,  government agencies, community groups, and the public
at large. With live interactive  multimedia video  conferencing,  the instructor
can see and hear the students as the students see and hear the  instructor,  and
communicate with the instructor and other students. EVCI can deliver courses and
programs to conference and training rooms equipped for video conferencing and to
any personal computer that has been equipped with video conferencing capability.

EVCI  believes  it is the only  company  in the world to develop  and  utilize a
proprietary  network and system of hardware and software  which can deliver live
interactive    two-way   video    conferencing   at   30   frames   per   second
(broadcast-quality)  over high speed Internet  connections  that include digital
subscribers lines ("DSL"), cable modems and satellite.  EVCI also believes it is
the first  company to market the services it provides to recipients of education
content within and outside of the US. EVCI provides its customers with access to
education  providers and the marketing and administrative  services necessary to
recruit and enroll  students  and deliver  courses  and  programs to them.  EVCI
receives a fee based on tuition  payments  received by the  education  provider,
typically after completion of courses.

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and the requirements of item 310(b) of Regulation S-B.  Accordingly,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission.  The  financial  statements  reflect  all
adjustments  (consisting of normal recurring  adjustments) which, in the opinion
of  management,  are  necessary for a fair  presentation  of the results for the
periods shown. There have been no significant changes of accounting policy since
December 31, 1998.

EVCI's  results  of  operations  for the  interim  periods  are not  necessarily
indicative  of the results  expected  for the full fiscal year or for any future
period and should be read in conjunction with the audited  financial  statements
of EVCI as of  December  31,  1998 and for the year  then  ended  and the  notes
thereto in the  prospectus  dated  February 23, 1999 that was included in EVCI's
Registration Statement filed on Form SB-2 (Registration No. 333-66085).

The  information  in this report gives effect to a one-for-two  reverse split of
the common stock effective February 23, 1999.

Note 2 - Initial Public Offering

See item 3 of Part II for  information  about the use of the  proceeds of EVCI's
initial public offering that was completed in the first quarter of 1999 ("IPO").


                                       6

<PAGE>


Note 3 - Earnings Per Share

Statement of Financial Accounting Standards ("SFAS") No 128, Earnings per Share,
requires dual  presentation  of basic earnings per share ("EPS") and diluted EPS
on the face of all statements for all entities with complex capital  structures.

Basic EPS is computed as net earnings divided by the weighted-average  number of
common  shares  outstanding  for the period.  Diluted EPS reflects the potential
dilution  that could  occur from  common  shares  issuable  through  stock based
compensation  including  stock options,  restricted  stock awards,  warrants and
other  convertible  securities.  Diluted EPS is not  presented  since the effect
would be antidilutive.

Note 4 - Revenue Recognition

EVCI recognizes  income ratably over the semester in which courses are given and
as services are performed.  Unearned  revenue from advance  student  billings is
netted against accounts  receivable for financial statement  reporting.  For the
most recent semester  beginning in September 1999,  advance billings amounted to
$220,000,  which  amounts are  expected  to be  recognized  as revenue  over the
related semester.

Note 5 - Income Taxes

No provision for income taxes has been made for all periods presented since EVCI
had net operating losses. These net operating losses have resulted in a deferred
tax asset at September 30, 1999. Due to the  uncertainty  regarding the ultimate
amount of income tax  benefits to be derived from EVCI's net  operating  losses,
EVCI has  recorded  a full  valuation  allowance  for the  deferred  asset as of
September 30, 1999.


Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

The  following  information  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial  statements  and notes  thereto for the year ended  December  31, 1998
included in EVCI's  prospectus  dated February 23, 1999 and in conjunction  with
the financial  statements and notes thereto for the three and nine-month periods
ended September 30, 1999 and 1998 included in Item 1 of this report.

Third Quarter Developments

EVCI  continued to implement its business  strategy  during the third quarter by
focusing on the following:  (1) entering into long-term contracts with education
providers,   (2)  entering  into  long-term   contracts  with  corporations  and
government  institutions,  (3)  pursuing  programs  to  deliver  courses  to the
economically  disadvantaged,  (4) deploying EVCI's  proprietary,  live, two-way,
multi-point video conference  distance  learning  equipment and software that is
expected to commence  delivering  courses over high speed  Internet  connections
during the first  quarter of 2000,  (5)  signing  co-marketing  agreements  with
telecommunications  carriers and others with significant customer or constituent
bases, and (6) continuing to build its corporate infrastructure.

EVCI  signed  multi-year  agreements  with  St.  Johns  University  (College  of
Business),  Concordia  College and Touro College , Touro University  College and
Touro  University  International.  EVCI can offer  courses and programs  from 14
sources: Adelphi University,  The College of Insurance, Mercy College, Manhattan
College,  Concordia College,  Kaplan Educational Centers,  Inc., Lesley College,
St. Johns  University  (College of Business),  Touro College,  Touro  University
International,  Touro University  School of Health,  Touro Law School,  Dearborn
(TM), and Axess Point.


                                      7
<PAGE>

EVCI  extended its Lockheed  Martin and Merrill Lynch  "Telecommute  to College"
programs.  Lockheed  began a new  educational  program  at its  Lockheed  Martin
Tactical Aircraft Systems (LMTAS) division in Goodyear,  AZ and in San Jose, CA.
By signing a  multi-year  agreement  with  Merrill  Lynchs'  Financial  Services
Operations  Systems,  EVCI is  expanding  its  offerings to employees of Merrill
Lynch Global  Training and  Development  in  Englewood,  CA,  Jacksonville,  FL,
Somerset, NJ and Worsham, PA.

EVCI signed a  multi-year  agreement  with the Board of Education of the City of
New York (NYCBoE) to offer its "Telecommute to College"  program,  starting with
School  District 10 in the Bronx.  Under this program,  and a similar  agreement
executed  in the 2nd  quarter  with the City of  Rochester,  New  York,  EVCI is
offering area residents, district employees and school students access to a wide
variety of educational content,  including accredited graduate and undergraduate
college  degree  programs  and  non-degree  courses,   professional  development
programs, test preparation, AP courses, and K-12 after school programs.

EVCI signed a multi-year  agreement with the Atlantic  District  Lutheran Church
Missouri Synod to start offering EVCI's  "Telecommute to College"  program to no
fewer than 10  churches  starting in the first  quarter of 2000.  Under this and
similar  "outreach   programs,"  EVCI  can  reach  unemployed  or  underemployed
individuals,  who can qualify for substantial tuition assistance,  by delivering
courses and programs to the  facilities  of  community  based  organizations  in
economically disadvantaged areas.

EVCI and Bell  Atlantic  Network  Services,  Inc., a subsidiary of Bell Atlantic
(NYSE:  BA),  entered into a multi-year joint marketing  agreement  whereby Bell
Atlantic will bundle the marketing of educational content delivered by EVCI with
Bell Atlantic's  marketing of its high-speed digital subscriber lines (DSL's) to
Bell Atlantic's  existing and potential DSL corporate and home customers in a 13
state area within the Northeast and Mid Atlantic regions.  Marketing is expected
to start in the 1st quarter of 2000.  EVCI will  provide  sales,  technical  and
training  sessions  regarding  its services to the Bell Atlantic's marketing and
technical personnel. Bell Atlantic will receive a commission on any direct sales
or referrals that result in revenue for EVCI.

EVCI and We Media,  Inc.  entered into a multi-year  agreement  whereby We Media
committed  $7.5  million over five years,  $1.5 million a year,  to promote EVCI
educational content to Americans with disabilities,  their families and friends.
We Media will promote EVCI through its  publications  and web site and radio and
television  advertising.   EVCI  also  entered  into  an  additional  multi-year
agreement  with We Media,  providing  for We Media to market  EVCI  services  to
not-for-profit  organizations servicing the disabled,  their family and friends.
Under each  agreement,  EVCI and We Media will share  revenues  received by from
student enrollments and not-for-profit organizations.

EVCI signed a multi-year  co-marketing  agreement  with the Excite @Home Network
(NASDAQ:ATHM) to provide Excite@Home  consumers,  cable subscribers,  and others
access to  programs  offered by EVCI's  education  providers  over the @Work and
@Home  high-speed  Internet  network.  @Home's  Media  Services  and  EVCI  will
initially develop  advertising that will bundle offerings of educational content
delivered by EVCI over video enabled  computers with the @Work Remote high-speed
Internet  service.  These and additional  creative services and the placement of
the resulting  advertising on the @Home and Excite portal's will be purchased by
EVCI at discounted rates.

EVCI created a sports  division  that is being headed by Carl Banks,  former New
York Giants'  linebacker,  and will initially target  professional  athletes who
want the courses and programs EVCI can deliver.




                                       8
<PAGE>

Three months ended  September 30, 1999 (third quarter of 1999) compared with the
Three months ended September 30, 1998 (third quarter of 1998)

Net  revenues  increased  by 290% to $137,630  in 1999 from  $35,324 in 1998 due
primarily to a 262% increase in student course  enrollment,  which  increased to
790 in 1999  from 218 in 1998.  To  increase  the rate  and  amount  of  student
enrollment,  EVCI has been (i) increasing the number of student recruiters (by 7
during the  quarter),  (ii) working more closely with  education  providers  and
customers to implement and administer their agreements with EVCI, (iii) focusing
on obtaining education providers with national and international  reputations or
regional appeal outside of the Northeast,  (iv) focusing on increasing corporate
training programs,  and (v) providing training to EVCI's  co-marketing  partners
regarding student recruitment.

Interest  income  increased  to $133,169 in 1999 from $28,071 in 1998 due to the
investment of the proceeds from the IPO.

Cost of sales decreased to $44,931 in 1999 from $54,220 in 1998 due primarily to
the reduced  usage rates for operating  EVCI's  multipoint  conferencing  units,
which enable live, interactive  multimedia  communications between three or more
end points.

Salaries and benefits increased by 96% to $994,828 in 1999 from $507,782 in 1998
primarily  due to the  increase in EVCI staff  during the quarter by 15 to 45 as
compared to 19 in 1998. The 15 additional employees are engaged as follows: 4 in
sales, 6 in  recruiting,  3 in operations,  1 in business  development  and 1 in
administration.  Also,  the bonus  accrual  increased  to  250,000  in 1999 from
$100,000 in 1998.

Marketing,  brochures and student  registrations  costs increased to $320,889 in
1999 from  $126,010 in 1998 due  primarily  to costs  required to market  EVCI's
services to an increasing number of potential students.

Professional  fees  increased to $57,912 in 1999 from $13,987 in 1998  primarily
due to legal fees resulting from our becoming a public company.

Interest  and  financing  costs of $2,570 in 1999 relates to interest on capital
lease obligations and interest and financing costs of $22,276 in 1998 relates to
private placements in 1997 of debt that was retired in 1998.

Depreciation  increased  to $129,511 in 1999 from $49,109 in 1998 as a result of
purchases of  videoconferencing  equipment and equipment to test the delivery of
classes,  using EVCI's proprietary  software,  that are delivered via high speed
Internet connections.

Other expenses increased to $346,819 in 1999 from $126,355 in 1998 primarily due
to increases in rent,  communications,  postage,  insurance,  computer expenses,
travel and  entertainment  costs,  office expenses and investor  relations costs
that were incurred to support EVCI's growth.

                                       9

<PAGE>

Nine Months ended  September 30, 1999 (first nine months of 1999)  compared with
the nine months ended September 30, 1998 (first nine months of 1998)

Net  revenues  increased  by 174% to $477,425 in 1999 from  $174,495 in 1998 due
primarily to a 213% increase in student course  enrollment,  which  increased to
1,386 in 1999 from 443 in 1998.  To  increase  the rate and  amount  of  student
enrollment,  EVCI has been (i) increasing the number of student recruiters (by 9
during the nine months),  (ii) working more closely with education providers and
customers to implement and administer their agreements with EVCI, (iii) focusing
on obtaining education providers with national and international  reputations or
regional appeal outside of the Northeast,  (iv) focusing on increasing corporate
training programs,  and (v) providing training to EVCI's  co-marketing  partners
regarding student recruitment.

Interest  income  increased to $ 330,398 in 1999 from $39,620 in 1998 due to the
investment of the proceeds of the IPO.

Cost of sales  increased to $176,537 in 1999 from $147,629 in 1998 due primarily
to the cost of the increased  communications  usage  associated  with  operating
EVCI's multipoint  conferencing units, which enable live, interactive multimedia
communications between three or more end points.

Salaries and benefits  increased by 105 % to $2,108,007 in 1999 from  $1,027,416
in 1998  primarily  due to the  increase  in EVCI staff to 45 in 1999 from 19 in
1998.  The  additional  26 employees are engaged as follows:  8 in sales,  11 in
recruiting,  4 in  operations,  1 in  development  and  training,  1 in business
development  and 1 in  administration.  Also, the bonus and  commission  accrual
increased to $250,000 in 1999 from $100,000 in 1998.

Marketing,  brochures and student  registration  costs  increased to $794,221 in
1999 from  $314,683  in 1998 due  primarily  to costs  required  to  market  our
services to an increasing number of potential students.

Professional  fees  increased to $118,521 in 1999 from $52,963 in 1998 primarily
due to legal fees resulting from our becoming a public company.

Interest  and  financing  costs of $2,570 in 1999 relates to interest on capital
lease  obligations  and interest and financing costs of $107,822 in 1998 relates
to private placements in 1997 of debt that was retired in 1998.

Depreciation  increased to $289,510 in 1999 from $159,304 in 1998 as a result of
purchases of  videoconferencing  equipment and equipment to test the delivery of
classes,  using our  proprietary  software,  that are  delivered  via high speed
Internet connections

Other expenses increased to $856,354 in 1999 from $263,895 in 1998 primarily due
to increases in rent,  communications,  postage,  insurance,  computer expenses,
travel and  entertainment  costs,  office expenses and investor  relations costs
that were incurred to support EVCI's growth.

Liquidity and Capital Resources

The  gross  proceeds  from  sales  by EVCI of its  common  stock  in the IPO was
approximately   $16,060,000   and  the  net   proceeds   received  by  EVCI  was
approximately $13,399,000.

Capital  expenditures  for the nine months ended September 30, 1999 increased to
$1,580,140  compared to $174,086 for the nine months ended  September  30, 1998.
This increase was directly attributable to purchases of


                                       10

<PAGE>

video  conferencing  equipment  required at EVCI's education  providers' and our
corporate  customers' sites where EVCI's video conferenced  programs are offered
and for the  purchase of  equipment  to test  EVCI's  proprietary  network  that
significantly facilitates teaching classes via EVCI's video conferencing systems
using  high  speed  Internet  connections.  EVCI will  continue  to use its cash
resources as needed to  implement  the plan of  operations  described in its IPO
prospectus.

EVCI  anticipates,  based on  current  plans  and  assumptions  relating  to its
operations,  that the proceeds  from its IPO will be  sufficient  to satisfy its
cash  requirements  for at least  the next 9 months.  EVCI  expects  to  require
additional  funding  in order to  operate  and grow and is  considering  various
available options.  If, however,  EVCI is underestimating its cash requirements,
EVCI will require  additional debt or equity financing  sooner.  There can be no
assurance  that any such required debt or equity  financing will be available on
acceptable terms.


Year 2000 Compliance

The year 2000 problem is the result of a widespread  programming  technique that
causes  computer  systems to  identify a date based on the last two numbers of a
year,  with the assumption that the first two numbers of the year are "19." As a
result,  the year 2000 would be stored as "00," causing computers to incorrectly
interpret the year as 1900.  Left  uncorrected,  the year 2000 problem may cause
information  technology systems (e.g.  computer  databases) and  non-information
systems  (e.g.   elevators)  to  produce   incorrect  data  or  cease  operating
completely.

EVCI  uses  recent  releases  of  "off  the  shelf"  software  applications  and
operational  programs  that are certified by the  manufacturers  to be year 2000
compliant.  EVCI has  contingency  plans to deal  with  unanticipated  year 2000
problems  including backing up its database and financial and accounting records
and alternative ways of handling  scheduling problems resulting from failures of
its  multi-point  conferencing  unit.  EVCI has been  advised  by its  education
providers that they are year 2000 compliant and that they have contingency plans
in place to back up their accounting and financial records.

Publicly available  information  obtained by EVCI about its corporate  customers
and  telecommunications  providers indicates they are making significant efforts
to be year 2000 compliant and are also developing contingency plans to deal with
unanticipated problems.

At this time, EVCI fully expects to be year 2000 compliant and believes that its
education  providers and corporate  customers and its  significant  vendors have
taken, or are taking,  the steps necessary to be in compliance by the year 2000.
Nevertheless, significant uncertainties remain about the affect on EVCI of third
parties who are not year 2000 compliant.


Forward-Looking Statements and Risk Factors

This  Form  10-QSB  contains  forward  looking  statements  that  are  based  on
management's  beliefs, as well as assumptions made by, and information currently
available to, management.  When used in this document,  the words  "anticipate",
"estimate",  "expect", "will", "could", "may", and similar words are intended to
identify  forward-looking  statements.  Such  statements  reflect EVCI's current
views with  respect to future  events  and are  subject to certain  assumptions,
risks  and   uncertainties.   These  include:   co-marketing   efforts  may  not
substantially  increase  student  enrollment;  EVCI  may not be  able to  obtain
education  providers with the national,  international  or regional  reputations
necessary to significantly  increase demand for EVCI's services;  competition is
likely to increase;  and the other specific risk factors described in EVCI's IPO
prospectus,  beginning  on  page  5.  Should  one or  more  of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual   results  may  vary   materially   from  those   anticipated   by  these
forward-looking  statements.  EVCI  undertakes  no  obligation  to update  these
forward-looking statements and information.


                                       11
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 3.  Changes in Securities and Use of Proceeds

Through  September  30,  1999,  the net  proceeds  of the IPO has  been  used as
follows:

    Cash and investment grade obligations                          $  9,920,000*
    Purchasing and installing video conferencing equipment            1,600,000
    Marketing                                                           540,000
    Hiring and training additional personnel                            206,000
    Other working capital and operating  expenses                     1,133,000
                                                                   ------------
                                                                   $ 13,399,000
                                                                   ============


    * At  September   30,1999.   Cash  in  non-interest   bearing  accounts  was
      approximately $22,000. .


Item 6.  Exhibits and Reports on Form 8-K

The  exhibits  filed as a part of this  report  are  listed in the  accompanying
Exhibit Index.





                                       12
<PAGE>

                                Draft - 11/09/99

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                            EDUCATIONAL VIDEO CONFERENCING, INC.




Dated: November 12, 1999                    By:    /s/ Richard Goldenberg
                                               ---------------------------------
                                                 Richard Goldenberg
                                                 Chief Financial Officer
                                                 (Principal Financial and
                                                  Accounting Officer)








                                       13
<PAGE>

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                  EXHIBIT INDEX

 10.7(a)  -    Agreement  between the Registrant  and Merrill  Lynch,  Pierce,
               Fenner  & Smith  Incorporated  for the  Offering  of  Interactive
               Televideo  Courses and Distance  Learning Programs dated June 30,
               1999.

 10.35     -   Video  Conferencing  and  Telecommunications  Services  Agreement
               dated as of July 1, 1999  between the Board of  Education  of the
               City  School  District  of the  City  of New  York on  behalf  of
               Community District No. 10 and the Registrant.

 10.36     -   Agreement  between the Registrant and Atlantic  District Lutheran
               Church  Missouri Synod for the Offering of Interactive  Televideo
               Courses dated July 21, 1999.

 10.37     -   Letter Agreement between  Excite@Home  Network and the Registrant
               dated July 26, 1999.

 *10.38    -   Agreement  between the Registrant and Concordia College for the
               Offering of Interactive  Video  Conferenced  Courses dated August
               19, 1999.

*10.39(a)  -   Agreement  dated August 26, 1999  between We Media,  Inc. and the
               Registrant.

*10.39(b)  -   Agreement dated September 22, 1999 between We Media, Inc. and the
               Registrant.

*10.40     -   Co-Marketing  Agreement  dated  September  1,  1999  between  the
               Registrant and Bell Atlantic Network Services, Inc.

*10.41    -    Agreement  dated  September  1, 1999 between the  Registrant  and
               Touro   College   and   Touro   University   College   and  Touro
               International.

*10.42    -    Agreement  between the Registrant  and St. John's  University for
               the Offering of Interactive Video Conferenced and  Internet-Based
               Courses dated September 24, 1999.

27        -    Financial Data Schedule

 [*]           Confidential   treatment  has  been  requested  with  respect  to
               portions of this exhibit.

                                       14

     *Confidential treatment has been requested with respect to portions of this
     exhibit.